Scheme of amalgamation sanctioned after compliance concerns were addressed and the arrangement was found beneficial to the companies.

A scheme of amalgamation was sanctioned under the Companies Act, 1956 after the objections of the Official Liquidator and the Registrar of Companies were addressed, the undertaking on compliance with FEMA and RBI requirements for share allotment was recorded, and no effective objection was raised by interested persons after notice. The court found the arrangement beneficial to the companies concerned and approved the scheme, subject to sanction by the High Court of Delhi and the High Court of Judicature at Bombay. The petitioner-company was directed to stand dissolved without winding up, and the order was to be filed with the Registrar of Companies.

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Issues: Whether the proposed scheme of amalgamation deserved sanction under the Companies Act, 1956.

Analysis: The petitioner sought approval of the scheme of amalgamation for the transferor and transferee companies. The objections of the Official Liquidator and the Registrar of Companies were addressed, and the undertaking regarding compliance with FEMA and RBI requirements for allotment of shares was taken on record. No objection was raised by any interested person after publication of notice, and the scheme was found to be beneficial to the companies concerned.

Conclusion: The scheme of amalgamation was sanctioned, subject to sanction by the High Court of Delhi and the High Court of Judicature at Bombay, and the petitioner-company was directed to stand dissolved without winding up.

Final Conclusion: The petition succeeded and the amalgamation scheme received judicial approval, with consequential directions for dissolution and filing of the order with the Registrar of Companies.

Ratio Decidendi: A scheme of amalgamation may be sanctioned where the statutory requirements are satisfied, no effective opposition survives, and the arrangement is found to be beneficial to the companies concerned.

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